ThunderCats: Web of the Spider
by Gojihunter31
Summary: After being sent through Dr.Richard's teleporter, Peter Parker (spider-Man) has been sent to the distant world of Third Earth, there he meets Lion-O and the other Thundercats as they battle against the forces of Mumm-Ra. But soon venom, carnage, and other villains and heroes join in the fun in this exciting clash of worlds.
1. Chapter 1

On the stormiest nights in New York City's history, the city continues to be as lively as it has for the past. Even the heavy rain hasn't slown Manhattan's arachnid guardian, Spider-Man. Although, he wasn't exactly too pleased to be out in the cold, swing from building to building.

Spider-Man: Of all the nights Johnny has to call me, he picks tonight. I'm soaked to the bone enough as it is.

Nevertheless, Spidey continues to swing his way towards the Baxter Building, home of the Fantastic Four. As He begins to approach his destination, a sigh of relief was uttered. However, he could feel in the air that something was off.

Not far from the wall crawler's location two figures on a nearby rooftop kept watch of Spider-Man's movement.

Figure 1: Come on! what're we waiting for?! He's right there, ours for the Taking!

Figure 2: Silence, you fool…

The figure then brings his companion back into the cover of two remained hidden in the shadows, hoping that their prey did not hear the outburst.

Figure 2: If the rumors are indeed truthful, then Spider-Man will be ours in due time. Let him get close..then we will strike.

Figure1: It better be soon, man.

Though a bit uneasy, Spider-man continues to scale up the side of the Baxter building. he continues to climb for at least a good 15 stories, just as he comes across a large door, and next to it a numeric keypad, accessible to a few individuals, such as himself. Anxious of getting out of the cold rain, Spidey presses the large intercom button on the pad, setting off an ringing. After waiting for some 20 or so seconds, Spider-man's host himself, Johnny Storm, answers through the intercom.

Johnny: *through intercom* Who is it?

Spider-Man: You know very well who it is.

Johnny: HEY! Spidey, my man! Give me sec.

After several seconds of waiting, Spider-man can see the doors of the Baxter Building's launch bay opening up. When the doors reached an accessible size, Spider-man swung in without hesitation, eager to get out of the rain as soon as possible. soaked from the cold rainy night, Spider-Man begins making his way down the long path, shivering in the process. By the time he made it to the tunnel's end, who would be sitting at his desk, comfortably warm in a bathrobe he was wearing over his suit than the Human torch himself. However Johnny was not lost in his own little world, unaware of his company's presence. Spidey was not at all pleased. being called in the middle of the night, trudging through cold rain, only to have one of his closest friends simply ignore him. spider-man the proceeds to snatch the earbuds by the cord out of Johnny's ears.

Johnny: Hey! I...Oh...hey.

Spider-Man: You've got about 30 seconds to start explaining to me why you called me at 12:30 in the morning, had me swing here in the heaviest rain in manhattan's history, and soaked to the bone while you're cozy in your bathrobe, or else we're gonna be having some problems!

Johnny: Whoa, whoa, whoa! Take it easy buddy. Look, I'm sorry to call you this late. BUT!...This is something I knew you JUST had to see.

Johnny then hands Spider-man a towel to soak up the rain from his suit. he gestures his arachnid comrade to follow him through Reed Richard's lab, filled with wondrous technology, and various chemicals, all with sticky notes say "DO NOT TOUCH, JOHNNY!".

Spider-Man: You mind explaining why we're in Reed's lab. You know very well that "stretch" dosen't like it when you screw around with his things.

Johnny: Relax, will you? I know what I'm doing. Besides, this'll knock those soaked socks of yours off.

Spider-Man: Oh, it better.

As the two were approaching a large circular door way, Johnny stepped up to a card reader. He then proceeded to pull out an access key, which he swiped from Reed, and slides it through the reader. The lights on the door turned green, and the doors begin to open. as the doorway cleared, a bright glow can be seen from the inside, revealing the object inside.

Johnny: Vawala! Feast your eyes on this, buddy!

Spider-man: Is..Is that what I think it is…?

Johnny: Mmhmm.

Standing in front of the two superheroes was a large metallic arch like construct, hooked up to computers a numerous as the stars. Spidey was at a loss of words at the sheer majesty of the technological wonders before him.

Spider-Man: This is Reed's experimental interdimensional portal! This was mentioned in Science weekly magazine!

Johnny: Yeah, Reed's been working on this for months. he's only just got it up and running a few days ago. He, sue, and ben went down to Florida to pick up a volunteer from N.A.S.A, won't be back for a few...

Then a thought occurred to the Human torch, something He knew reed would never approve of, given his reckless record.

Johnny: Say...what do you say you and I save them the trouble, and give this baby a test run?

Spider-Man: Absolut...wait a minute! Why would Reed Richards, one of the most responsible men in the world, give you access to a highly advanced piece of equipment to someone with your track record in reckless bantering?!

Voice: A very good question, Pete!

Both Spidey and Johnny looked back to see that the voice belong to none other than Eddie Brock, a.k.a Venom. But he was not alone, accompanying him was the venom symbiote's offspring Carnage, hosted By Cletus Cassidy.

Carnage: Thanks for leaving the door open for us, guys!

Johnny: ….oops…

Spider-Man: OOPS?! You forgot to shut the door!?

The two heroes were then bombarded with carnage's attacks, throwing darts right at them. Both heroes took action and cleared the enemy's line of fire. Johnny took to the air, and spider-man leaped onto a nearby wall. But then their foes gave chase, scaling the walls after the two.

Venom: You can't run from us forever, Pete!

Carnage: I love a good chase for the kill!

Johnny: I'll take on red, if you'll take on black!

As the four clashed with one another, Carnage took on Johnny storm who used basic fire attacks on the red symbiote, who took cover behind various objects, while he too took to the attack stance, firing projectiles from his body, and even extending his claws out at the Human torch. Meanwhile, Spider-man was taking on venom, his most dangerous of clashed with one another, punch after punch, hit after hit. however, venom did hold the upper hand against Spider-Man, for he could not use his spider sense to pick up on venom's movements, he did however use the sense of hearing as Venom clattered through the metallic equipment both high and low. Spider-Man was now on the defensive stance waiting to be struck. just as he predicted, a heavy kick was hurled at him by an oncoming Venom on webbing of his own. the blow launched the arachnid hero into the air, and landed on an old fax machine, which began to make its noise of mish mash of beeps and screeching sounds.

Spider-Man: Ugh..this noise...wait! That's it! Johnny!Does Reed have any ultrasonic equipment?!

Johnny continues to keep Carnage at bay with his flames.

Johnny: I'm pretty sure he does! Why?!

Spider-Man: I'll need you to keep them busy! I've got an idea!

Spider-man the fires a line of web, and swings over to what appears to be an arsenal of weapons. Meanwhile, johnny continues to throw blasts of heat towards the symbiotes. Venom, and carnage take cover behind some of the equipment, as the rain of fire continues to hail upon them.

Venom: Carnage! Time to douse the flames.

Carnage: No problem.

Carnage looked around, and found a conveniently installed fire extinguisher near the chemical portion of Dr. Richard's lab. Using his web like appendage, Carnage grasped hold of the extinguisher, and forcefully ripped it off the building's wall. As Johnny continued his assault, he did not notice Carnage sneak around back through various equipment. When the Human torch was in his sight…

Carnage: Hey Hot head!

...Carnage then unleashed the extinguisher's forceful blast upon Johnny Storm, cutting off his fiery supply, bringing him down to the ground. As Johnny continued to get his flame on again, he felt the firm yet slimy hands of carnage wrap themselves around his throat. Carnage's hand then begins to shift and mold into the shape of an axe blade and begins to raise it high.

Carnage: Well, flame boy. I guess I can say that you…"Axed" for this! HAHAHAHAHAHAHAHAHA!

Venom: Enough of the joke. Now, finish him!

As Carnage prepared to finish of the Human torch, there was then a loud, humming like sound that came from not too far. however, the sound didn't bother Johnny's ears. But, it did however bring excruciating pain to both symbiotes, who howled, and shrieked in agony. The symbiote lets go of his target, and begins to back away in a pin. Johnny looked to see that it was Spider-man wielding a small handheld sonic blaster.

Spider-Man: I should've figure he'd label this under "S".

Johnny:Yeah...well, thanks Spidey.

Spider-Man: That's two you owe me.

The two heroes continued to unleash the vibrating sounds of the sonic blaster upon the two symbiotes, who continued to back away from the painful sounds. Unable to bare the noise any further, Venom lashed out in a last stand against the noise. With what strength he had left in him, the black symbiote grasped hold of a large cylindrical piece of equipment, and hurled it towards the two heroes. The object however was avoided, as they ducked. But, in the process, the blaster was shattered, and the object crashed into what appeared to be the control panel for the portal systems. As the four looked at the damaged controls, the sparks of electricity began to burst and sizzle as a large violante explosion engulfed the room, knocking them all of their feet. After recovering from the forceful push, they gazed upon a bright glow of light that began to manifest itself inside of the portal frame.

Johnny: Uh…

Spider-Man: Oh…

As the portal grew, the strength of the suction began to pull on anything that wasn't bolted down. Venom and Carnage attempted to flee, and shot out their web like grappling lines, and began to scale the floor. Likewise the webslinger himself shot out his web fluid and began to scale away from the forceful grip of the portal. As they all crept away from the ever growing portal, they individually began to feel the tension as their scaling became difficult by the inch. Unfortunately, due to being exposed to the sonic blasters' effects, Carnage's grip began to fade, and loosen. He could feel his grip give every second.

Carnage: No...NO….NO!

After being through much stress, the line gives on Carnage, and in a matter of seconds, the red symbiote and host begin to flip through the air in the general direction of the portal itself.

Carnage: GAAAAAAAAAAAAAAAAAAAAAAAAHHH!

The screaming maniac continued his course towards the portal until he the phases through the gateway, and then there was silence. Venom knew he would not last any longer, for he too felt very weak from being exposed to the high vibrations. But, he also knew very well that he was not going to go without taking his sworn enemy with him. he looked up to see Spider-Man being hoisted up onto a stable ledge by Johnny Storm. it was just about that time when Spider-man's hand was about to grasp Johnny's when a black web like rope had latched itself on Spidey's arm.

Venom: Oh No you don't! If we are going down. WE'RE TAKING YOU WITH US!

Without any hesitation, the black costumed nemesis leaped off the wall, and just hug there, applying his own weight, and the portal's suction to drag spider man - with him, or at least rip him apart in the process. Spidey continued to struggle himself up to the ledge, aided by Johnny with what strength he had left in him. At first, the two thought that they'd actually do it, and pull through. But to Johnny's horror, he saw that another web line from venom had wrapped itself around Peter's neck, causing him to suffocate. Johnny could feel Peter's grip loosening, and gradually slipping away. As it became more difficult for him to breath, Spider-Man initially let go of his grip, and both Peter Parker, and Eddie Brock were pulled right into the portal, hurtling into who knows where. As darkness began to engulf peter Parker, he could here his close friend scream out his name, and then a bright shining light engulfed him…

Elsewhere…

In what appeared to be a pine barren, surrounded by vast mountains. the only sign of any intelligent life was a column of smoke, rising from a small fire. This, however was not any natural, or untamed fire. No, this was a simple hand made fire, tended by none other than the Thunderian cleric Cheetara. She was just finishing placing the last of the firewood into the crackling flames.

Cheetara: Now, that's what I call a fire.

Wily Twins: Whoa…

Lion-O: Nicely done.

Cheetara: It was really nothing to it, guys.

Tygra: That's my girl.

There was then a sudden silence. Cheetara couldn't help but notice some slight discomfort from Lion-O. For the pain he was inflicted from the loss of Pumyra was still very fresh to the young king's heart. Rather than release his emotions in front of everyone else, Lion-O calmly departs for a little stroll. Fortunately for him, the barrens were dense enough to hide them from the enemy, and yet easily navigated...with the right means. Under the start light, Lion-O ponders over the past experience, trying to figure what went wrong with his relationships, if any he had. However, he glanced over to see that he was not alone. He could see that the cleric was not willing to let this go.

Cheetara: Lion-O...She betrayed us, betrayed you most of all.

Lion-O: I know...But…*sigh*...

Cheetara: You still think she can be saved.

Lion-O: I..I honestly don't know. A part of me is still heartbroken, and...and furious after what she did. But, another part of me says…

Cheetara: Lion-O.

Lion-O: I know…

Lion-O was begining to continue his walk, when he felt two arms wrap around him. He looked to see that Cheetara was the culprit This was not a hug of sympathy, but more of a sign of reassurance. Despite this hug coming from the opposite sex, Lion-O was not stimulated in anyway. when Cheetara's grip loosened, he turned to her direction and made eye contact.

Cheetara: You know very well that we all support your decisions, no matter how we feel about them. If you really feel that there may be hope for her still, then you can only do what you can to help her. But, I you also may have to realize that if …

Lion-O: I know...I know. But, I have to try. I refuse to believe that the Pumyra on Avista was the real her.

Cheetara then firmly placed her hand on Lion-O's shoulder, and slightly nudged him towards the direction, back towards the campsite. As the two walked, they can see the glow of the campfire grow as they drew closer and closer.

Cheetara: You remember what I said, when we were in the forest of the pedlars, don't you?

Lion-O: *noded* "We have each other, we have the sword…"

Cheetara: "More importantly, we have hope."

The others could see the two returning, only to have the twins bombard Lion-O with terrible news. Though he could see right through them that their emotions were a bit exaggerated, and over dramatic.

WilyKat: Lion-O! It's horrible! It's Disastrous!

WilyKit: It's unbearable to speak of it….

Lion-O: Hey! hey, what?! What's the matter, you two?

WilyKat: We couldn't , but we must tell you. It's..

WilyKit: It's…

Panthro: Ugh!...Enough with the theatrics, already! It's the food. The food's the problem.

Lion-O: What? What's wrong with it?

Tygra: *holding meat* That wild game we caught few days ago's gone bad.

Tygra then hands over the piece of meat over to Lion-O, who the further inspects it, to find what exactly was wrong with it. Upon his inspection, Lion-O discovers that several sickly parts were located on the clump of flesh.

Cheetara: Mold?

Lion-O: Looks like it.

He then discards the spoiled good into the fire, incinerating it. The king then takes a seat next to a small cooler container, which held bottles of drinkable water. He pried open one bottle, and drank from it. As he drank he pondered on why the freshly hunted meat spoiled so badly.

Lion-O: I just don't get it Panthro. We've worked on that refrigeration unit on both the Feliner, and the tank, and still the food goes to waist. Are we missing something here?

Panthro: Aw, don't go beating yourself up, kid. Sometimes technology just doesn't want to work the way you want it to.

WilyKat: Like the tank before the berbils touched it up?

Panthro: Hey!

Cheetara: Kids.

WilyKit: Well...It's true.

Letting out a small chuckle, Lion-O then got up and paced a bit before stopping.

Lion-O: Anything else anyone wants to mention?

Panthro: Well…

Cheetara: Our supplies are on the verge of being dangerously low.

Lion-O then begins to search through one of the few cases of electronic equipment developed by the berbils. One case in particular intrigued Lion-O the most. It was a small silver container, one in which Lion-o proceeded to open from the buckles, and opened up the case. He then pulls out a small gridded pad, surrounded by a light metallic ring, with a few small buttons. He then proceeds to press one button, revealing the device to be a holographic map. The map began to display simulated pine trees surrounding a red dot, indicating that to be the whereabouts of the group presently. He then used his index finger to scroll over a few times up to the point in which a large urban structure was constructed.

Lion-O: You know...Dog city isn't exactly a long way away. Maybe Jorma can help with the refrigeration equipment. After all he know a little more about technology than either of us Panthro.

Panthro: Hmmm...I guess it's worth a shot.

Lion-O: And while we're doing that, I'm sure I can count on you and cheetara to find the supplies we need.

Tygra: we'll go through what we need the most.

Lion-O then turned his attention towards the Wily twins.

Lion-O: And you two…

WilyKat: We'll check the streets for any tip offs,or any sources we can dig up.

Lion-O gave the twins a look of concern, and smirked.

Lion-O: Hmm...Hope that when you mean tips, you're not referring to scarfing down on Bone stew, now would you be?

WilyKat:...Not entirely.

The young lord of the ThunderCats simply smirked, and let out a slight scuff of air, and turned to snarf , and smiled at him. Snarf in turn smiled back at his master.

Lion-O: Make sure they don't get into trouble, will you snarf?

Snarf, unable to say any word in an understandable tongue, nodded in compliance, and let out a giggle or two. There was then a small sound that was heard from one of the little kittens. Kit had simply yawned. realizing the time it was, the situation became clear to all of them that they needed to get some sleep. Cheetara took the two twins back to the tank to get some sleeping bag. of course Panthro soon followed closely, and took his usual spot on the tank. the only two beings that stayed by the fire were Lion-O, and Tygra, who volunteered to take the first watch of the night. As they tended to the flames, the twins were making themselves comfortable, not too far from where Cheetara laid down her bag. Just as the cleric was about to lie her head down onto a rolled up sheet often used as a pillow, Cheetara couldn't shake the feeling that the twins wanted something from her. Unable to get it out of her head, she then turned to the twins, who were sitting up, smiling innocently. Cheetara simply smirked, seeing right through their beady eyes.

Cheetara: Alright, you two. What do you want?

WilyKat:Well…

WilyKit: We were just wondering if you could possibly…

Cheetara: Possibly what?

WilyKat: Would you tell us the story of El-Dara to us?

WilyKit: Our parents used to tell it to us before bed, and honestly...we've been feeling a bit…

Cheetara: Homesick.

The twins both nodded in agreement.

Cheetara: I know where you both are coming from.

WilyKit: So...could you?

Cheetara: Well…

Twins: Please?

The cleric simply smirked, and finished on rolling her sleeping bag. Cheetara then patted on each side of her, gesturing to the twins to come and sit themselves next to her. Making themselves comfortable for the coming story ahead. Once the two were seated, and made themselves comfortable, Cheetara then cleared her throat, and collected her thoughts.

Cheetara: Now...where to begin…

Sometime had past since the cats called it in for the night, panthro snored away with snarf nested on his bald spot, while Cheetara and the twins slept peacefully close to one another. The only other two living souls wide awake were the royal brothers themselves. To help pass the time, they both talked throughout the night about various things.

Tygra: So...when Chee went looking for you. What were you two…?

Lion-O: Nothing. It was nothing. Really.

Tygra: Nothing huh?...I should've figured. You're still obsessed over Pumyra aren't you?

Lion-O: Look, all I know is that I firmly believe that the Pumyra we saw back there wasn't the real one, or...at least who she isn't usually. I can't help but feel that there is at least some part of her is still there. some part of her that is good, and…*sigh* You must think I'm crazy.

Tygra: At times yes…

He then firmly puts his hand on Lion-O's shoulder.

Tygra:...But, I also know things haven't been easy on you, in a lot of ways. I know Pumyra's betrayal was hard on you the most. I just don't want to see you get hurt again. For all we know, you may be right. There may be a chance we can save her, if she's infact being manipulated. But, there's also that chance that she isn't. I...I just want you to be careful. I'm supposed to look out for you, Lion-O. I am your big brother after all.

Lion-O: yeah yeah. You can stop with the whole…

Tygra: I'm serious, bro. Look, just don't get emotional if things don't go the way you want them to. Okay?

Lion-O gave his brother a more annoyed look, a glare that indicated that he wasn't willing to let this conversation go on any further than necessary.

Lion-O: ...Alright. I won't get "Emotional" as you put it.

Tygra: Good. Cause believe it or not...we need you...Though I'm not going to say that out loud to anyone. Believe it or not , I'm not a bad leader myself.

Lion-O: Oh really? Would the attempt on entering the Black Pyramid to get the Sword of Omens back while I was gone?

Tygra:...

Lion-O: Aaww, relax. I'm only busting your chops, Ty.

Tygra: *sigh*...Can we talk about something else?

Lion-O: Like what?

Tygra: I don't know…

The tiger prince then looked up, up to the night sky. He was a bit impressed by how clear the sky was.

Tygra: It's a nice night.

Lion-O: The night?...That's what you want to talk about?

Tygra: Well, it's not bad is it?

Lion-O:...No, I suppose not. *looks up* Actually, it is kinda nice.

Tygra: Say, you remember that time when father took us camping that one summer?

The two continued to reminisce their past as the smoke column continued its ascent into the clear, starry night sky, blessed with vast beauty of the stars.


	2. Chapter 2

Not so far away...

For a moment, all Peter Parker could see was utter blackness. an endless void of total darkness as far out as the eye can see. but as his body and mind began to regain consciousness, the darkness began to flicker as two flaps begin to twitch, and fold revealing a more brighter plain of existence,through the lenses of his spider mask. As he got up, Spider-Man began to feel the aches and pains all over his body when he was standing on both his legs. Spider-Man also felt a massive headache begin to overwhelm him.

Spider-Man: Ugh...remind me never to ride the coaster on Coney Island again.

After feeling his head for a few seconds, Spidey begins to look around at the surrounds before him. He could tell that he was in a rocky portion of a desert environment, surrounded by all sorts of natural rock formations, he could also tell that it was in the middle of the night.

Spider-Man: Oh...kay. So, I'm not in Manhattan anymore. But, if that's the case, Does that mean it worked, or am I dead?

To reassure his hypothesis, Spider-man then felt his left arm, and found a vain. One in which he felt several pulses pass through each second.

Spider-Man: Okay...so I'm Not dead. That's something to be thankful for, I suppose. but that doesn't answer all my questions. Am I in Nevada? At least I hope I am…

Then something had caught Spider-Man's attention. Though he knew it was indeed night time. He couldn't help but notice that the moonlight was a bit brighter that it would usually be back home. That was when the arachnid hero looked up and noticed that something was indeed off. Not only did he see a moon, but three moons. Now, this set off Peter's bells ringing like crazy. Now he was for certain that Reed's device indeed worked.

Spider-Man: Todo...I don't think we're in Kansas anymore.

He then turned his attention away from the majestic night sky, and snapped himself to a more important matter at hand. Now that he knew he wasn't on earth. That meant he had no clue where exactly he was. So he did what any person would do, get a sense of direction. Luckily he carried with him a small compass with him in case of situations like this were to arise. He held it out, hoping to get at least a strong magnetic pulse, indicating the possibility of a northern direction. When the arrow stopped at the direct northern polar alignment, this brought a bit of hope to Spider-man.

Spider-Man: Alright. At least I know that this planet operates similarly to home. I guess north is a good place to start as ever. Hopefully there'll be at least some scrap of civilization.

With that said, Spidey made off in the northern direction, leading into more rocky territory. As he continued his journey into the desert night, he would often see some brushes often with a few small creatures, small rodents and what not. This confirmed Spider-Man's possibility of life. It was good hour or so, when Spidey came to a halt after a long search in the dark of the night, in hope of find civilization. He then sat himself upon a fallen boulder as he caught his breath. A bit anxious, and frustrated of his lack of progress, Spider-Man could only exhale in exhaust.

Spider-Man: Oh come on! There's got to be one shred of a civilization around here. A cottage, an inn, a village, anything! Ugh...calm down, Peter. No use get frustrated. Nobody expects you to find something immediately.

It was about that time, when Spider-Man checked up on his web shooters that he began to hear sounds. sounds that almost sounded like voices, human voices that is. He could hear them coming from over a hillside just above him. Cautiously, and carefully, Spider-Man began to scale the hillside, making as little sound as possible. a he continued to scale upwards, he could hear the voices getting louder, and louder. By the time he got up to the ledge of the hill side, Spidey slowly crept his head up to peek at where the voices came from. to his surprise, the origin of the voices were anything but human. Over the hill, he saw what looked like an overweight futuristic conquistador accompanied by bulldog looking humanoids, and giants. They were surrounding a large wooden cart that was being pulled by a caterpillar. They seemed to be drawn to a small bearded sort of fellow, who looked completely petrified.

Conquistador: Look Ponzi, we haven't got all day. My clients here aren't too happy with the merchandise you sold them.

Ponzi: Look, Conquedor, Trollogs,and Giantors. I swear this on my mother's grave. The side effects were temporary. I even gave you a refund for the bad batch.

Conquedor: I know...But that won't do.

The figure, now identified as Conquedor then pulled out a rifle of some sort, and proceeded to aim it right into Ponzi's face. Now he was completely terrified, knowing that a single pull of the trigger could mean the difference between life and death. Still undetected by the group, Spider ducked his head down again.

With the gun still pointed at the the wolo merchant, the group of Trollogs, and Giantors were signaled to begin raiding the small cart, looting all the bottled tonics, and goods with any available hand. Some of them even began to take interest in the giant caterpillar. The poor creature began to quake and shiver as the monstrous beings began to encircle her.

Ponzi: NO! No Luciel! She's just a baby!

Conquedor: Zip it, small and fuzzy!

As Conquedor held the rifle in Ponzi's face, a sudden line of white thread like substance latched itself onto the rifle barrel and was plucked into the air. The two looked above, and at the source of the rope itself.

Spider-Man: You know, little round boys like yourself shouldn't be playing with guns like that. some one could get hurt.

Spidey proceeded to split the rifle apart with his knee, and discarded the pieces to the side, and leapt down to the ground, standing between Ponzi, and Conquedor. The wolo could only exhaled in relief, knowing death may have just been delayed. The arachnids actions drew the attention of the Trollogs, and Giantors, curious to know what was going on.

Spider-Man: Now...mind telling me what a chubby little boy like you is doing so far from mommy.

Conquedor: Who do you think you are, pal?!

Spider-Man: ...*looks to ponzi* Is...is he for real? * to conquedor* Seriously, the big spider on my chest, the webs,and all. That..That doesn't spark anything, whatsoever?

Now, he was getting a loud ringing in his head, indicating up coming danger..from the side. Reacting to his spider senses, Spidey grabs hold of Ponzi, and clears out of the way of a large wooden club smacking down at them. when the dust settled, the trollogs charged in, and began throwing powerful punches at the intruder. however, given his spider reflexes, Spider-man, was able to avoid them, and began to inflict some damage of his own. When one Trollog threw his punch, Spider-man countered it with a flip of the being, landing him on his back,and over throwing another one. As the two monstrous beings laid unconscious, Spider-Man could feel the ground trembling before him, to only gaze upon two Giantors charging right at him. Time was running short for the arachnid, and he had to think of something fast. Then it hit him, as quickly as he could, Spidey fired a few cables of web inbetween two columns of rocks. When the two giants were merely a few feet away, the webbing acted a tripwire, forcing the two to fall over. As the two trollogs were coming to, the began to see a large shadow growing until the looked to see the giantors crush them. As the dust settled, Conquedor knew that it was best for him to get out of there as quickly as possible. Without hesitation, the coward fled the scene, leaving behind his former clients. The now relieved Ponzi, checked upon the caterpillar, making sure that it wasn't hurt.

Ponzi: Luciel! Are you alright, girl?

The giant caterpillar nodded, and licked Ponzi's face. The fortunate merchant then turned back to see, Spider-man webbing up the beasts in a secure web cocoon. After the job was finished, Spider-Man's attention then turned to Ponzi and Luciel.

Ponzi: I don't know who, or what you are...But you saved my life back there, my miraculous friend.

Spider-Man: If you don't mind, what exactly were they giving you trouble for?

Ponzi: Well, a few tonics I sold those freaks turned out to be a bad batch, which happens from time to time. I gave them a refund, but evidently it wasn't enough for them, I suppose.

Spider-Man: I suppose not.

Ponzi: Now, if "You" don't mind me prying, who are you?

Spider-Man: Just your friendly neighborhood Spider-Man.

Ponzi:...That's kind of an odd name. But, whatever. The name's Ponzi, seller of elixirs of extraordinary powers...most of the time.

Spider-Man:...Okay…

Ponzi: This wouldn't be the first time I've had trouble with folks over my potions. But, you win some and you lose some. it all depends on the batch.

Spider-Man: ...and what exactly is so extraordinary about your potions?

Ponzi: They can do all sorts of things, grow hair back, and so on. The trouble is, I simple can't get them to work all the time.

Spider-Man: I see.

Ponzi: Yes, such is the many cins of a traveling salesman. i go from town to town , selling my goods for a fair price. Each of my potions is brewed on my very cart, pulled by Luciel here. *pats Luciel*

The giant bug then nuzzled it's cheek on Spider-Man, as it's on way of saying thank you. Spidey couldn't help but let out a little laughter as the bug continued to thank him.

Spider-Man: Okay! okay. I get it. You're welcome. You're welcome.

Ponzi: Alright girl that's enough. The nice man knows you like him.

Ponzi then pulled out what looked like a pocket watch, and was a bit unnerved by what it said. In a rush of panic, the wolo began to gather what goods weren't taken or destroyed in the process and were shoved right back onto the cart, and sealed shut, and tight for travel. Spidey was a bit confused of all the commotion. he didn't sense any danger nearby, which drove him to ask ponzi what all the hubbub was about.

Spider-Man: Whoa! Whoa! Whoa! What's the rush, Ponz?

Ponzi: Unfortunately, due to this little excursion, these goons put me behind schedule, I should be on my way now to my next stop.

Spider-Man: Where'd that be, if I dare ask?

Ponzi: Dog city. I have to pick up on supplies and purchase replacement bottles for the ones they trashed.

Spider-man: And...which direction would this "Dog city" be?

Ponzi: *points out* Just west of hear. Oh come now, boy. it's not like you haven't heard of it before, have you?

Spider-Man: *scratches back of head* well…

Ponzi: Oh I see..Not from around these parts, are you?

Spider-man: That's..one way of putting it.

Ponzi: I'll tell you what. For helping me against those hoodlums, I'd be happy to give you a lift there. Though, you might want to throw this on..

Ponzi then tosses Spider-man what appeared to be some sort of cloak, with a hood to cover his face. The confused arachnid hero didn't know what to think of it. Was Ponzi trying to tell him something.

Ponzi: I don't know where you come from. But, folks might get some pretty odd ideas about that outfit of yours. Might get the wrong idea.

Spider-Man: You have no idea.

Spider-Man recalls the time where people have misjudged him because of his costumed ego, and often finding himself in situations that would mislead one into believing he was a criminal mastermind. So, reluctantly, he places the hooded cloak on him, and pulled the hood over his masked face. he then climbs on board of the cart, and is seated right next to Ponzi, who whipped Lucille's reigns, signalling the Caterpillar to move on out.

Ponzi: you know, I haven't had much company during these times. it's nice to have someone to talk to while on the road.

Luciel then looked back and gave Ponzia dirty look, as if she were insulted after his remark about being company to him.

Ponzi: now, Now, luciel I didn't say I didn't love your company too, girl.

With that said, Lucille smiled and turned back to hauling the cart, and it's two passengers. As the journey picked back up again, the questions in his head began to swarm around , and begin to manifest themselves. Finally after a few minutes Ponzi got the courage and began to speak to his arachnid rescuer.

Ponzi: So, who exactly are you any way. Under that mask of yours.

Spider-Man: Well, that my fine furry friend is my secret. But, I can tell you a bit about myself.

As the cart continued its course towards Dog city, the sun into the far east began to rise, colouring the sky from a dark blue star filled sky to a bright warm pink glow of dawn. lighting the way for our hero, and his quest to find a way home, Unaware of the certain danger that would befall unto him. However, as the cart drove off, the two had not realized they were watched. these eyes were not the kind that they'd like. these eyes belonged to a large clawed being, one much similar to spider-man himself. from out of the shadows stood the black symbiote Venom, hosted by Eddie Brock, who both managed to survive the trip.

Venom: Go ahead little spider. We can wait.

Not too far from the scene, conquedor was seen hurrying towards his vehicle when the same black hand grasped his throat, and shoved his body whole up against a wall. the slave trader could make out two large bright white eyes stare right into his, and a webbed face with sharp teeth, and long oozing tongue began to fade from the shadows.

Venom: If you value your worthless hide, you'll do exactly as we say.

Meanwhile…

In the desert dunes of the world Known as Third earth, a lonely deranged wanderer, can be found trudging through the worst sand storm in its recorded history. The only living soul out in the middle of that sand storm was none other than the deranged lunatic himself, Cletus Cassidy, also known as Carnage. Twisted, and broken, Celtus wondered deranged, and a thirst for vengeance after Venom's ultimate betrayal back on earth.

Cletus: Lousy Venom! Lousy Brock. I don't need them treating me like a child! Who does he think he is, My dad?! Don't answer that! I know the answer!

However after much walking, and lack of energy, Cletus began to fall over, and roll down the dunse. As cletus gazed further, and further into the darkness, he could see what looked like. shadowy figures grab hold of him, and begin to drag him away to who knows where.

That morning…

As the thundertank began to pull into the bustling streets of Dog city, they could see that the shops were lively, full of bystanders passing through. Getting through their days as they always have for countless generations. The engines of the Thundertank suddenly stopped, and the cats exited the massive vehicle. The group gathered up for a quick briefing on what was expected from each of the ThunderCats.

Lion-O: Alright. Panthro and I'll look for Jorma's shop. Tygra, you and Cheetara look around. You might be able to find the supplies we need. Now, you're sure you've marked everything need on that list, right?

Tygra: Lion-O, relax. We've got it under control. We'll get the supplies.

Lion-O: Alright. As for you t…

Lion-O, and the others looked to see that the twins, and Snarf had already run off, getting themselves into who knows what. However, the cat king sighed and shook his head.

Lion-O: *sigh* kids.

With that, the group disbanded, off to accomplish their tasks at hand. Panthro, and Lion-O grasped hold of the malfunctioning refrigeration units from both the Feliner, and the Thundertank. Though the units were quite small, Lion-O though physically fit, did have a bit of trouble carrying just one of the units through the town, while panthro seemed to have no trouble with the task whatsoever. When the panther looked back to see Lon-O struggling, he could only shake his head, and snarkily smirk in enjoyment of Lion-O's troubles.

Panthro: What's a matter with you, kid? Can't even lift one small fridge? This is nothing.

Lion-O: Mmmph! Easy for you to say. You've got robot arms!

Panthro: No excuses, your whininess. we're almost there.

The two were approaching a small hut on the borders of Dog City. The chimney was smoking, and sign upon the shop read that it was opened for business. The only living soul that could be seen next to the shop was an older looking dog, sweeping around the shop, making lok presentable. Lion-O's eyes widened in joy of seeing his old friend again, knowing very well that this dog was indeed the one they were looking for.

Lion-O: Jorma!

The elderly canine looked from his chore to see the the two cats he's come to respect, walking in his general direction. Knowing very well from the two items they were carrying this was anything but a social call. regardless though, Jorma pla ed his broom to the side, and went to greet the two, as old friends.

Jorma: Hello, Lion-O. Panthro. Nice to see your faces around these parts.

Panthro: Jorma.

Lion-O: *observes the place* Pretty quiet around here. Business not doing so well?

Jorma: Not as much as it used to sorry to say. Ever since that floating city Avista came crashing down, my junk well's gone and dried up. Not that there isn't any junk there that isn't salvageable. But that would take time, and effort, much of which I haven't got much left of I'm afraid.

Panthro: Sorry to hear that.

Jorma: Aaw, don't be. it's the way of things. besides, might as well clear out what I do have before the time comes...But now I know you two didn't come all this way just to hear an old dog's sad story, or for idle chitchat, now have you?

Lion-O: Well, no...You see we were curious to know if you might be able to help us with a problem we've been trying to resolve with these.

Jorma then grasps hold of the fridge from Panthros hands, and begins feeling the small refrigeration unit. he opens it, and the smell of rotten meat plagued his nostrils. Immediately he turned his head away, and shuts the door.

Lion-O: *to panthro* I thought I told Kat and Kit to clean those things before we left.

Panthro: Don't look at me, you're the king.

Jorma:Ack!... If it's the smell that's the prob…

Lion-O: No! No, it's ...not the smell. You see no matter what we've tried we can't seem to get either one of these fridges to work. I figured since we would be around, you might be able to point a few things out. see if we missed something.

Jorma: I see...Bring these out back, and I'll have a look.

Jorma the gestured the two cats to haul the two fridge units to the back of the shop. Out back there was a small tarp which the owner had set up for larger projects that wouldn't fit inside. But since the smell coming from the fridge permeated the air, he wouldn't risk the smell driving away other potential customers. The opend the tarp flap, and showed the two inside.

nearly two hours later, after the fridges had been thoroughly cleaned, and disinfected, Jorma had gone through each of the machines exteriors, seeing no damage whatsoever. But then he pulled out a philips head screwdriver and began unscrewing a portion of one of the units. Once, the interior was exposed, the dog began to shift through the interior, seeing if all the parts, and wire were exactly in the right area. The he felt something...a large clump of metal, loose, and unconnected to any of the wires. He proceeded to pull the object out, seeing what it was exactly.

Jorma: Well...I've got some good news, and bad news.

Lion-O: What's the bad news?

Jorma: Well, this one's a two parter. Part one, this motor here's been shot. someone, or thing must've overloaded it, and now it's just plain dead, and the wires it was connected to alos have been damaged. Now, the second unit here's in need of some dusting, inside and out. The filter on it has been clogged, and also shot the motor. I'm gonna have to rip these apart, dust these things out, replace the motors and wiring, and put the back together.

Panthro: How long will that take?

Jorma: Hmm..well the parts you need I've got. But the dusting has to be thorough if you ever want these things to work again. I'd say a day or two.

This brought great concern to Lion-O, knowing that the more time is wasted, Mumm-Ra could be closer, and closer in finding the last stone. However, given their limited options, Lion-O could only let out a defeated sigh, and turn back to Jorma.

Lion-O: Do what you can Jorma.

Jorma: Don't worry. I won't take too much of your time. These babies will be up and running in no time.

Lion-O: I hope so.

Meanwhile…

On the other side of dog city, Tygra and Cheetara were wondering the streets , mainly in the local market area. The area was packed, and full of life. Customers going about their business, shop keeps making their business selling fresh foods, clothes, jewelry, and all sorts of goods. but despite the vast merchandise being bought and sold, the two thunderians were having some difficulties finding the exact items that they marked on the list. Throughout the morning, the two of them searched high and low, asking if anyone knew if there were any shops that had any of the items they needed. But all they got were either no's and few that simply ignored them. This started to discourage the two.

Tygra: Ugh!..Is there anything in this town?

Cheetara: Even I have to admit, there'd should at least be one shop that would have some close to what we need.

Tygra: this becoming more and more like a wild goose chase.

Voices: Perhaps we can help.

The two cat looked over to see that the voices belonged to none other than WilyKat and kit, accompanied by snarf. The twins made their way over to Tygra and Cheetara. Their faces made expressive looks that indicated that they knew something that Ty and Chee were missing.

Tygra: Oh, it's you two.

WilyKat: Not to happy to see us?

WilyKit: Shame really.

Cheetara: Alright you two. What've you got?

WilyKat: Word on the street that you two are having some problems looking for certain supplies.

Wily kit: And we just happen to know a few places that might be able to help.

They then hand Cheetara a list of certain shops and stand with the supplies they needed. Cheetara was baffled how she missed all them when they've been wandering around like mad people. She then hands the paper over to Tygra, who then examines it further.

Tygra: You two sure about these places.

WilyKat: Beyond any doubt, Ty.

Cheetara: How is it, you two were able to find these places?

WilyKit: Where would the fun be if we told you that?

WilyKat: Besides, consider this as our little way of saying thanks.

Cheetara gave a quick look, and simply smirked at the two kittens She got down on one knee, and hugged them.

Cheetara: You two are most welcome.

She then got back up, and began to gestured them to be off, and about. But as the twins were about to walk away, they remembered what they also wanted from the two.

WilyKat: Say...would an of you…

Without warning, Tygra tossed to the twins a small purse of currency, and the two began to walk away.

Tygra: Don't blow it all in one place, you two.

Just like that, Tygra and Cheetara blended back into the crowd,leaving the twins with the purse of coinage to their little heart's content. Realizing what they could do, the twins dashed off into very familiar direction, by way of the Bone Stew kitchen. It was a good minute or two that WilyKat, unaware of it, had run into a large body, and few back. He looked up to see a blonde hairless ape look down on him The being had blue eyes, almost divine like, and yet...and yet he felt something off about him. the man's face was a bit crossed, but gradually faded as he reached down to lend Kat his hand. Reluctantly, Kat grasped hold of the hand and was hoisted up back onto his feet. The young kitten brushed himself off before heading back off again.

Wily Kat: Sorry, mister!

Before the stranger could begin to say a single word, Kat was gone, leaving him a bit aggravated. Covering his face with his hooded cloak again, the man began to walk away, continuing his wandering of the streets.

Man: Hmph! Kids...just the same as they are back home.

As the stranger continued his wandering, he observed the way that the natives interacted. he couldn't help noticing that the citizens were all canine humanoids, caught between what felt like the past, and the future. These sights, and sounds began to uzzle him more and more by the minute.

Man: Of all the place we could have winded up on, we had to be a world full with weird animal people. but given the fact that spider-man survived the trip makes up for it. If this is the right place, he'll be around sometime, and when trouble calls him...we'll be waiting for him.

He then pulls out a large coin purse he got off of Conquedor, and made his way towards what looked like a motel, carved out of the rocky formations most of the city is based in.

Man: Though that whimp back in the desert was smart enough to cough up this dough...and give me a free lift.

By the time that he reached the front door. he did not hesitate in pushing it open, ringing the bell that the tenant setup. The owner, and tenant then took her post behind a small wooden desk and opened up a black booklet which she proceeded to write down as the blonde ape made it to her desk.

Tenant: Can I help you, sir?

Man: Yeah..I heard this place was leasing rooms. I'd like to lease one out for a while.

Tenant: Well, you're in luck. we've got three rooms available. All I need now's a name, and first month's…

Without hesitation the man laid out a good amount of coinage onto her desk , and slide the few columns towards her. A bit off guard from the amount presented to her, and a bit intrigued, she then slides the coins off to the side to be counted later. She returned to the black book, and took up an ink quill at hand.

Tenant: I still need a name, sir.

Man: It's Brock...Edward Brock jr.

Elsewhere…

As the day drew on, Lion-O and Panthro decided to search for the the kittens. It was a good few minutes in that the two stumble upon their allies at the one place they felt that they would be found. As the cat king was flagged down by his young companions, he could see them chowing down on the famous bones tew dog city was credited with. However, what he did not expect were several other bowls laid out, as if they were expecting them to join in.

WilyKat: Hi guys.

Lion-O: What eh...what exactly is all this?

WilyKit: figured you guys be curious to know what we've been up to. So..what better way to tell you than to meet up for lunch?

Lion-O: Haven't you two got anything better to do than spend your time here, eating bone stew?

WilyKat: We could say the same to you. I thought you were working on the fridge units with Jorma.

Lion-O: We were…

WilyKit: And?

Lion-O let out a surrendering sigh, and sat down at the table, and took a bow in hand. he took a spoon full, and ingested the stew before speaking.

Lion-O: And, it's gonna be a while until the units are ready.

WilyKat: How long?

Panthro: A day or two. Depending on how fast Jorma works.

Lion-O: The sooner, the better. I don't want us wasting anymore time than we need to. Mumm-Ra may be already gathering intel on the stone's location.

The twins looked at each other in both concern, and anticipation. Then Kat gestured to his sister to speak up.

WilyKit: Speaking of intel. You might want to listen what we've picked up on the streets.

The king's ears perked up, as if they had never before. Lion-o turned to the two, and raised his brow.

Lion-O: Alright, you two. what've you got for me?

WilyKat: Apparently, lizards have been spotted here, in the city for the last week or so. They mostly come out at night.

WilyKit: That's not all. They've also been linked to a series of random lootings, and riots. Taking whatever they had back into the sewage systems. But the wierd thing is, they take the goods, and leave the money behind.

WilyKat: Every store that has been hit has had all its merchandise completely gone over night, and not a single coin from the register, or safes was touched. Now, given the lizard's past actions in thundera with coins and other wealthy items, this makes no sense.

She then pulls out a sheet of paper, and hands it over to Lion-O, and goes on. Upon further inspection of the list, Lion-O's eyes widened with dread.

WilyKit: This list contains all the shops, and stores that've been looted, and cleared out in the past week or so.

Lion-O: Including Jorma's shop.

Panthro: Wonder why he didn't say anything?

Lion-O: That is a good question.

Panthro: Perhaps it's about time we paid Dobo a visit.

Lion-O: Might know a little more about this.

WilyKat: We'll keep our eyes pierced, and ears open.

Lion-O: No...If what you've said is true, and more, It would be smart to play this safe for now.

Panthro: Find Ty, and Cheetara. Fill them in on everything.

With That said, the twins finished their bowls, and hurried off to find the rest of their comrades. While Lion-o and Panthro headed for the only place they knew Dobo would be at during the middle of the day...monitoring the Pits.

Meanwhile…

It was about the same time that Ponzi, and his newly acquainted friend Spider-Man, now disguised in a cloak, had arrived to the Canine humanoid city of Dog city. As Luciel grinded to a halt, the two got off the cart after a long journey. As Ponzi tended Luciel, and gave her a reward for her effort, Spider-Man couldn't help but look in bemusement and wonder of the city, and it's canine humanoid inhabitants. Spidey was beside himself at the sheer majesty this world had thrust upon him. Finally, he had been brought to civilization. Now it was only a matter of what should he do now.

Spider-Man: Whoa…

Ponzi: I know...I said that same word the first time I've been around here.

Spider-Man: Well...No wonder why it's called dog city. *in thought* Hmm...Maybe I can get some pics for Reed back home. I'm sure he'd want some…

Just then, a little nearby thief comes along, and snatches a woman's bag. The victim call out for anyone who'd stop the canine crook. Luckily some nearby constables heard the call, and saw the thief making his getaway. However, the constables were losing sight of the thief. As the arachnid looked back to the woman, his sympathy got the better of him. He wasn't going to stand ideally by and let crime have it's way, no matter where in the universe he was. Calmly, but quickly, Spidey made his way to a darkened alley way, and discarded his cloak before leaping onto a wall, and the chase was on.

Close by Kat, and kit were searching for the other two cats to the group. Though they weren't having the best of luck. No matter where they looked, they simply couldn't find their comrades. WilyKat was becoming more, and more distraught.

WilyKat: Ugh! We've searched everywhere for them.

WilyKit: How hard is it to lose two big cats in this kind of town?

Then the two begin to hear loud footsteps , coming from a very familiar raccoon, who happened to zoom past them, followed by two barking constables. The two baffled kittens looked back at one another, and checked themselves, as if they were missing something. But, let out a sigh of relief, when the discovered nothing was taken from them. Their attention was turned back to the pursuit at hand.

Wilykat: Was that..Tookit?

WilyKit: Yeah...That little thief's still at it?

WilyKat: Shall we see how this ends?

The female kitten simply smirked, and nodded in compliance to the slight detour.

WilyKit: Indeed, dearest Kat.

Being curious as to the fate of this racoon, the two of them, accompanied by Snarf pursued the thief known as Tookit and his constable pursuers. But as the chase was underway, the two kittens began to hear the sounds of what sounded like short fizzling,, followed by "thwaps" after "thwaps". The two looked back to see no one was behind them, and as they turned back, a sudden shadow zoomed over them. As they looked up to see the source, their young eyes widened and mouths dropped at what were beheld in front of their eyes.

WilyKat: What is that?!

What was soaring above them was a Red and blue man like figure, with a large Spider on his body, with webbing surrounding it, swinging on ropes he produced with two metal gauntlets. he was gaining quickly on the constables passing over them as he closed in on Tookit. Hoping to lose the cops, Tookit turned into an alley way, and proceeded to a dead end. To his better fortune, the police dogs ran right past the alleyway, thinking he was still a head in a nearby mob. Feeling relieved of the oncoming danger, the racoon then took a seat on a nearby bench,. From there he began going through the handbag he claimed as his prize, hoping to find something worth value.

TookiT: Hmmm. Let's see… AH!

Just then, he pulls out a small con purse, and begins feeling the bag, inducting on how much was in it. But then as if instantly, a white thread of rope latched itself onto the bag, and pulled it away from the raccoon, and another to secure the coin purse. He looked to see where the thread came from. But to his surprise, the thread like substance came from the dead end, Above it, to be exact Sitting high off the ground on the wall, was a masked person holding the bag, returning the purse inside it. His attention then turned to tookit who stood there baffled. To his further astonishment, the figure then scaled off the wall, and stood on the ground.

Tookit:...

Spider-Man: You know, if you're gonna be a thief. Try not looking so much as one. It's bad enough that Raccoons have a bad reputation for things like this.

Tookit: Who..Who..are you? A police constable?...

Spider-Man:...Seriously? The mask, the tights, and you read police? You..You sir…

He the shots a blast of web on Tookit's feet securing him to the ground. Not realing what the substance was, tookit began to try and run. Only problem was...he couldn't lift his feet. despite how much he struggled he couldn't move.

Spider-Man: ...Have the mind of a true scholar. More like the mind of the delusional.

Tookit: What is this stuff!? Gah! I'm..I'M STUCK!

Spider-Man: Oh! That'd be some web fluid I designed myself. Like it? Well, have some more.

As the web slinger continued to embalm tookit in webbing, the constables began to hear the struggle, and were drawn to the alleyway. there they found a completely webbed up tookit, hanging from a line of webb to his tail, with the hand bag completely intact. As the twins observed the marvel of the web, their minds were rocked to the core by the spectal they saw just moments ago. Their attention was on tookit, who was then grabbed by the two officers , and brought out of the alley, covered in web from head to toe. The voices from the building crowd began to grow more and more, as more people began to recall what exactly happened. seeing a costumed figure give chase after the thief. But as the thief was hauled off, the crowd began to disperse, leaving to two still kittens standing there. Two familiar hands had just then place themselves on the kittens, and they were shook out of their shock. Kat and Kit looked back to find it was Tygra, and Cheetara. The two of them looked at their younger friends in confusion as to what has just transpired moments ago.

Tygra: Mind telling us what that was all about, guys?

WilyKit:...

WilyKat: You...wouldn't believe us if we'd told you.

The cleric gave them a challenging look, as if tempting them to spill out everything they saw.

Cheetara: Try us.


	3. Chapter 3

At the Pits…

As the crowd roars on for the battle, gladiators brought forth from the prison cells battled one another, even against machines as is tradition that each gladiator would win their freedom if they survived one hundred matches. As the fighting went on, high in the match keeper's tower. Lion-O and Panthro were seated next to Dobo, Panthro's old friend from the pits, observing the fight.

Dobo: A fine day for match. eh Panthro?

Panthro: I suppose. Not many clouds that suggest rain.

Dobo: A rare sight to behold round this time of year. But still...you never know.

Lion-O gave off a look of impatience, one in which Dobo managed to catch a glimpse of before returning his gaze upon the match.

Dobo: But...I have this feeling that you didn't come to talk about the weather, by the looks of your ming there.

The mentioning of Lion-O snapped lion-O out of his thought.

Lion-O: Well...No, we didn't. We came to talk about the rumors we've been hearing.

Dobo: Rumors? They're so many rumors around here, I've lost count of. Remind of these "rumors" you're referring to.

Panthro: We're in no mood for your games, Dobo. You know very well why we're here.

Dobo: *sigh*...So you've heard about the recent attacks.

Lion-O: Yes, we have. We came to you…

Dobo: Thinking that I might be able to shed some more light on the subject. Well...I can, and I can't.

Lion-O: What do you mean?

Dobo: What I mean is there are some parts to this that I'm not even sure why it is. But what I do know is that the lizards have been sneaking into the city, for several nights, taking to the sewers. We've tried tracking them down. But the system's more of a labyrinth as it keeps going. The sewage throws off their scents, making it more difficult. But that's not the weird part.

Lion-O: There's something else?

Dobo: Yeah. whenever the lizards would strike one of the shops...some of them were caught.

Lion-O: And?

Dobo: And this is when it gets weird. the lizards that were caught claimed to have no recollection of the incident whatsoever. Some witness claimed to see them in some sort of trance like state.

Lion-O: Mind control?

Dobo: That's what we hope to find out.

Panthro: And you could use our help.

Dobo: They say that you have sight beyond sight, Lion-O. perhaps, that'll come in handy.

Lion-O looked to Panthro, for any sign or gesture that would indicate whether to agree to help or not. Right away, Panthro would give the all clear when lizards were involved. But since this was an old friend asking for assistance in possibly insuring his home's survival, Panthro regardless noded.

Lion-O: Alright. We'll see what we can do.

Panthro: Have your constables keep watch tonight. We'll see if we can pick anything up from there.

Later that evening…

Lion-O and Panthro were exiting the pits, heading back towards the Thundertank. s the two made their way through the city, Lion-O was both baffled about the reasoning behind the recent lizard raids, and annoyed that Tygra, Cheetara, and the twins weren't present at the time of the conversation.

Lion-O: Where are they? Those kids were suppose to tell them to meet us at the pits.

Just as the two arrived at the tank, who would be there waiting but the rest of the group. It was a few seconds until Tygra nudged cheetara, making her aware of Lion-O and Panthro's return. they also saw that Lion-O was somewhat displeased.

Lion-O: Where've you been?

Tygra: Waiting for you, of course.

Lion-O: I thought Kat and Kit mentioned to meet up at the pits.

The three of them then turned their heads towards the kittens who cringed embarrassed like.

WilyKat: Yeah…

WilyKit: Sorry?

WilyKat: We were looking for them when…

Lion-O: When what?

Wily Twins:...

Cheetara: These two are under the impression that there's a person dressed as a spider, roaming around the city.

Lion-O: ...You've got to be kidding. THAT'S why you didn't mention anything to them?

WilyKat: But, we really did see a guy in a spider costume. He was swinging on rope that came out of his hands, and chased down tookit.

WilyKit: Yeah! When the cops caught up to them, Tookit was all covered in webs from head to toe.

Lion-O: This is ridiculous.

WilyKat: You've got to believe us.

WilyKit: You believe us, don't you chee?

The twins could see it in her eyes. The look on her face gave them the impression of her most honest opinion. Their ears folded down, knowing very well that they were alone on this one.

WilyKat: I see…

Tygra: Guys.

WilyKit: No, no...We understand. We'll stop talking about it.

WilyKit: We'll...just be in the tank.

The two of the then walked away from the others, and entered the thundertank without another word. Lion-O , deep in thought, couldn't get over how the twins were unable to relay one simple message. But as he pondered, his anger began to gradually vanish, and he began to feel pretty bad about the way he had treated them. after all the struggling, and numerous emotions, they were with him then, and still with him now. He knew that he had to clear things up with the now completely distraught young ones.

Lion-O: *sigh*...Can you guys give me a...

There was a loud crash, the sounds of a struggle. However, the sound was closer to them, as if it were coming from inside the tank. This set Lion-O's alarm off. wasting no time, he bolted right for the tank's bay door. when it finally opened he could see the place looked like it was ransacked, as if a fight had broke out. Upon further inspection, Lion-O caught a glimpse of what appeared to be a reptile's tail, leaving the hatch doors above the tank.

Lion-O: KAT! KIT!

The cat king then left the interior, only to get a glimpse of the fleeing reptiles ahead, carrying the twins off. Without hesitation, lion-O dashed after them, followed closely by Cheetara, and Tygra. The three continued their pursuit, doing their best to keep the lizards within their field of vision. The dark, moonless night though provided some difficulties as the chase continued for what felt like an eternity. As they passed corner after corner, Lion-O began to lose sight of the kidnappers. That was until he heard a familiar voice echo throughout a small alleyway. He recognized the scream belonged to WilyKit, making Lion-O panic even more. Now determined to ensure his friend's safety, Lion-O continued down the alley way up to the point in which he came up to a crossroad where there was only one shop around, and not a single soul to be found. As the others had finally caught up, Lion-o began to search the area frantically , hoping to find at least one sign of their friends whereabouts.

Lion-O: Kat? Kit?

The search continued for a few good minutes, hoping to find any sort of clue as to what happened to the twins. But as the search became more and more fruitless, discouragement brewed amongst them. That was until Cheetara the cleric was searching nearby a manhole when she stumbled upon a very familiar object. one she knew all too well to be anyone else's. She looks down to see that it was a round, metal loop. It was Kit's flupe, lying on the ground, with kit nowhere to be found. She then picks up the woodwind instrument, and examines it even further.

Cheetara: Guys…

The others then gathered around the cleric, seeing what her discovery was. To their relief, and horror, the flupe that belong to kit brought further concern to them all.

Lion-O: it's kit's!

Tygra: They couldn't have gotten far now.

It was in that moment, Lion-O glances down to see some imprints on the ground resembling footprints. Upon further inspection, he then sees a whole trail of tracks leading up to the point where it stops a the only manhole within the area.

Lion-O: the sewers...Of course!

Tygra: But...why?

Lion-O: It's a long story but…

There was a loud beeping noise not too far from the group. They looked around, trying to pinpoint the source of the noise. Upon further inspection, lion-o discovered that the noise was coming from within the store. Slowly but cautiously, he approached the store, knowing not was creating such a noise. But as he approached the closed shop, he could hear the noise begin to picking up in speed, growing louder and faster with each passing second. Right as he pressed his ear to the wall, he then realized that this was something to get clear of. Not taking any chances, Lion-O bolted away from the shop, in the hopes of warning the other not to approach.

Tygra: Lion-O, what is it?!

Lion-O: Take cover!

Not too far…

Ponzi and the now disguised Spider-man were wondering around Dog City, looking for anywhere that would provide shelter for them that night. However, their luck did not hold so well as they'd hoped. No inn or tavern would have any room or board that they required.

Ponzi: you'd think that in an entire city, they'd at least have some room for ya.

Spider-Man: In an overcrowded city, like where I come from, this is horrendous.

Ponzi: Well, I wouldn't know much about you "Manhattan", but I'll take your word on it though.

As the two continued their wondering, Spidey then stopped dead in his tracks. something was setting off his Spider senses. As he was coming out of it, a loud sudden explosion was heard coming from one of the nearby shops.

Ponzi: What in the world?!

Spider-Man: Sounded like like an explosion. Look!

Ponzi and Spider-man looked to see a large column of smoke building over the sky, leading straight to a large burning inferno, lighting the night sky like a beckon.

Ponzi: That can't be good!

Spider-Man: You might be right on this one! Come on!

Ponzi: What?!

Spider-Man: There may have been people there. They might need some help!

With that said, the arachnid hero began to charge off to the scene, tossing his disguise off to the side before leaping into the air. He then shoots out a line of webbing, and began to swing his way to the site of the explosion.

At the shop...

As the fires continued to burn, Lion-o and the cats were found unconscious from the force trauma that was implied upon them. Then Lion-O slowly, but surely began to come to. he checked Tygra who was lying motionless on the floor. Fortunately, there was still a pulse generated throughout his body. Lion-O sighed in relief that his brother was still alive. He looked to the others, who were still alive afterwards. As Lion-O recovered from the sudden force of the explosion, he could see several figures around the shop, even some coming out of the sewer hole. He could see several of them hauling what appeared to be some large crates of goods from the shop, and throwing them all down the manhole.

Lizard Commander: Hurry, you fools! The master needs this!

As the lizards continued hauling the crates down into the sewer, the commander continued to observe the progress. but then his nostrils caught wiff of a certain scent. the scent of cat. he looked to see Lion-o recovering , and pointed him out to his inferiors.

Lizard Commander: Witnesses!

Overhearing the commander, Lion-O turned to see that several lizards, armed with laser rifles were making their way towards Lion-o, and his unconscious counterparts. realizing the danger ahead, Lion-O readies the sword of omens, It was also at that time, a very familiar figure swung himself onto a nearby rooftop. He now sees the lizards surrounding Lion-o and the others.

Spider-Man: Whoa...Now this is getting interesting.

The reptiles then cocked their weapons and prepared to open fire. Lion-O takes his defensive stance, with sword in hand, waiting for the line of fire to commence. The lizards then open fired upon the ctas. however, Lion-o's reflexes kicked in, forcing him to throw up his gauntlet arm. The spirit stone began to shine and glow, creating an aura around Lion-O, creating a shield, reflecting the rounds from the cats. Now it was Lion-O's turn to attack, and without delay, the cat king began his attack by blocking a lizard axe. he then socked said lizard in the jaw. Another lizard then tries to shoot Lion-O point blank. However the sword sliced the weapon in half like butter. He then kicks the lizard to the side. But as Lion-O continued to fight of the reptilian foes, he did not notice some beginning to drag off his unconscious comrades. The battle wages on as the lizards continue to begin to overwhelm him. As the lizards begin to pin Lion-O down, he can see the bodies of Tygra, Cheetara, and Panthro being slide down the manhole into who knows where.

Lion-O: NO!

Lizard Commander: There can be no witnesses…

The leader then grasps hold of a battle axe from one of the lizards, and readies it to come down on Lion-o's neck. But just as the axe reached it's highest point, and was about to come down on Lion-O, a line of web like had latched itself onto the axe handle, and was pulled right from the hands of the commander. The lizards looked up to see where it came from. To their surprise, the figure descended upon them. Upon landing, the masked figure power kicked the commander off to the side, sending him on his back. The wall crawler the proceeds to sock another lizard off Lion-O, allowing him to overthrow a third lizard. As Lion-o looked back he saw a lizard aiming a rifle right at him. Just as the lizard was about to pull the trigger, a spray of web fluid was fired right into the lizard's face. Blinding the enemy long enough for spider man to leap at him, and tackle him to the ground, and flipping back onto his feet. As the conflict subsided, the lizards who weren't neutralized fell back , retreating into the sewer systems. Though Lion-O didn't notice them leaving, due to the fact that the very figure his younger companions was standing right infront of him.

Lion-O: Well, I'll be…

Spider-Man: Okay, Dogs, lizards...Cats, what next, Godzilla?

Lion-O:...

Spider-Man: Eh..mind telling me what exactly happened here?

Just then, who should show up but Ponzi, breathing heavily from all the running. Once he had reached the two, the little wolo fell to his knees trying to catch his breath.

Ponzi: *breathing heavily*...I'm...here...anyone...hurt?

Lion-O: Ponzi?

Ponzi: *breathing heavily* ...Lion-O...nice to...see you again.

Spider-Man: You two know each other?

Lion-O: A while back, ponzi helped us with a really big problem.

Ponzi: Well...Lucy made the most difference. Fought off a giant lizard giving my feline friend here quite some trouble.

Spider-Man: …*in thought* Me and my big mouth… *to ponzi* Luciel? That little guy?..or girl?

Ponzi: No no..Lucy was Luciel's mother. Though Lucy's…

Spider-man: Oh...I'm sorry.

Ponzi: It's life...nothing you can do…

Lion-O's attention turned back to the manhole. Coming back to reality, Lion-o then dashes for the open manhole, preparing to give chase. But not before his masked rescuer follows closely behind.

Spider-Man: I hope you realize I can't let you go down there alone.

Lion-O: My friends lives are at stake. They're my family, and my responsibility.

Spider-Man: Look Lion-O, I understand, and I've seen what you're capable of. But, that doesn't mean you have to do this on your own.

Lion-O: The last thing I need is to have a complete stranger's life depending on my decisions.

Spider-Man: I can handle myself.

Ponzi: it's true. I've seen Spider-man in action. He may be more helpful for you, than me.

Spider-Man: Then I guess this is farewell.

Ponzi: Good luck to you both. I hope they're alright.

Lion-O: I guess we'll find out.

With that said, Lion-o plunged into the dark moist depths of the sewage system, followed by his arachnid counterpart. when the two of them were inside, Lion-O and Spider-Man looked around, seeing which direction to go. Not knowing where to start, Lion-O then draws the sword of omens and holds it out in front of him.

Lion-O: Sword of omens...give me sight beyond sight.

The hilt of the blade began to extend, as the eye of thundera began to glow.

Spider-Man: Whoa...to think I've seen everything.

Suddenly, Lion-O is bombarded with images of various turns tunnels varying from left to right, and so on, up to the point in which he could see the massive underground chamber where his friends were seen held captive. When the glow fade, Lion-O retracted the sword, and housed it back into it's gauntlet.

Lion-O: It's this way.

Spider-Man: You sure?

Lion-O: Absolutely.

Spidey then pulls up his shirt to reveal a metallic belt around his waist, and pulls out a small flashlight, , and ignites it through the dark passageway.

Spider-Man: Then by all means. lead the way.

With that said, the two of them began their trek through the slimy, dark, odorous passageways of the sewage system. Hoping to find out what has happened to Lion-O's friends, and the cause for the recent attacks. But for the mean time, it seemed only natural for Lion-O to get further acquainted with his new companion.

Lion-O: So...Spider-Man, Huh?


	4. Chapter 4

Elsewhere…

As Cheetara's eyes twitched, and fluttered. she could feel the pounding migraine coming to full effect. The pain became obsolete shortly after looking around to see that she was in a new surrounding, chained, and restrained to the wall. Though she tried her best, her strength could not break through the chains. After much struggling, the cleric gives, and looks to see the rest of her Thundercats friends bound to the same wall. One by one, each of them began to come out of their unconscious state.

Tygra: Ugh...my head.

Cheetara: Tygra!

Tygra: Chee?...Is that you?

Cheetara: Yeah, it's me.

Panthro: mmmm...What happened?

Tygra: *struggling* Grrr!

Cheetara: It's no use. I've tried already.

Panthro: Hmmm...These must be new. By the looks of them.

WilyKat: Zzzzz…

Wilykit: Kat! Kat! wake up!

The kitten then lightly kicks kat's thigh. This awakens kat from his slumber, he begins shaking his head, as if he were coming out of a dream. Once he had calmed himself, Wilykat looked around to see that he wasn't back in the tank.

WilyKat: Kit..wh..where are we?

WilyKit: I..I think we're in the sewers.

Panthro: That would explain the stench.

Tygra: But why here?

Lizard: Because of our master, of course.

The cats looked over to see what appeared to be a lizard commander, in full battle array. He slowly approached them, almost zombie like, and proceeded to tighten the chains, causing great stress upon the cats.

Panthro: So you're the ones up to the recent robberies, and riots. Mumm-Ra letting you cut loose or something?

Lizard: We do not speak of that withered old bag of bones! He is not fit to lead our race.

Tygra: but if not someone like Mumm-Ra, then who?

Voice: That would be me of course.

The lizards gazes turned towards the source of the voice, a shadowy figure that steps out of the darkness, revealing himself to be a much bigger lizard, but more muscular in build. He was adorned in what appeared to be a white coat, and black shirt. His lower regions were covered by a violet pair of trouser, torn and shredded The reptilian figure approaches the cats,and begins to examine them individually.

Figure: There are those who call me the Lizard, if you are curious.

Tygra: So original…

Lizard: Mock me as you please. It will not matter for long…

The lizard then snaps his fingers together, signalling two other lizards to walk straight for one of several cages placed in the sewer chamber. The jail master lizard then unlocks one of the cell doors, while the other two grab a younger male dog, with only an arm missing, to what appeared to be an operating table. The dog struggled to break free to no avail. His struggling was then cut short when the two reptiles strapped the dog down, and muzzled his mouth. As the struggling died down as the Lizard approached the now bound dog, his next in command then hands him a loaded syringe, containing a green substance, and injects the needle into dog's skin.

Panthro: So this is the way to go? Death by injection, scales?

Lizard: Death?...*hiss* I never said anything regarding that subject. Observe my true intention.

There was then a sudden violent shake coming from the operating table. the lizard turned his attention towards the dog, who began to shake, and squirm as a new arm began to shape and grow. His eyes began to change in dilation, from that of a warm blooded canine to that of a cold blooded reptile. The cats looked on in horror as the dog began to take other physical changes as his claws elongated, his fur shriveling up to reveal large scales, his tail extending and thickening. His face too began to shift into a more reptilian appeal. All the dog could do in the process was scream, and wail in pain as his voice deepened with his transformation. after a good few seconds, the thundercats could see that the once canine victim was now a new made lizard beast.

Tygra: By thundera…

Lizard: You see? My intent is not to destroy life. But to preserve it...to perfect it.

The newly transformed lizard beast lets out a most vicious roar, and breaks free of its bonds, making it's way towards the lizard, aiming to strike him down. But before it could do so, the lizard gave his new subject a look, directly into it's eyes, subduing it into obedience.

Lizard: He is only a mere fraction of a new, and better world for all of us.

Cheetara: Turning people into these things against their wills?! You call these abominable experiments perfection?!

Panthro: You ask me, you're a few screws loose, freak.

Lizard: The words of cowards who fear the inevitable. Like it or not, this world will belong to it's new, and rightful masters, werey of the oppression of the warm blooded tyrants. Here, I will succeed where elsewhere i have failed. The time grows close...The age of reptiles is upon us. and you, my feline guests, are going to be a few of it's many herolds.

In the sewer lines…

Lion-o: *Approaching corner* Heads up. Two guards.

Spider-Man: Hmm...two, eh?

Lion-O: Two between us, and the others.

Spider-Man: Let me see, what I can do.

Lion-O: What exactly are…?

Before he could finish his statement, Lion-o looks around to see his companion has gone. He looks up to see spidey making his way up to the ceiling, and scaling it effortlessly until he was right above the two guards. He then whistles above, getting the two to look up. But as they did so, they were instantly blinded by two shots of webbing that came out of spider-Man's gauntlets. He then fires two lines of web onto their backs, and quickly ceils them into a cocoon.

Spider-Man: Clear.

Lion-O then steps out into the hallway ,and spidey then drops to the floor, landing on his feet flawlessly.

Lion-O: This keeps getting interesting.

Spider-Man: well, they don't call me spider-Man for nothing.

Just then, Spider-man's spider sense were going off, signaling that danger was imminent. he looks behind to see silhouettes of lizards approaching from around the corner hallway.

Spider-Man: We better get moving.

There was then a loud shriek, that echoed through out the passages of the sewage system. The screaming then morphed, and turned into the sound of roaring, and hissing. As the sound was examined by both Spider-Man and Lion-O, only the king recognized it to be one voice…

Lion-O: Tygra!

Without any further hesitation Lion-O began to dash towards the source of the sound followed closely by Spider-Man. At the end of the tunnel was a light, and as they drew closer, and closer, they could see it was gateway into the main underground chamber of the entire sewage network. To Lion-O's horror, he could see on a nearby operating table his own brother beginning to shift from, from that of a tiger, to the likeness of a reptile. After the long, painful metamorphosis, the newly transformed tiger lizard began to thrash, and hiss, trying to break free of its bonds. The struggle continued until finally the creature broke free, and made his way towards the lizard. but just as others before, he too was submitted to the Lizard's mental hypnosis.

Lizard: Remarkable…

Cheetara: Tygra! No!

Panthro: You're gonna pay for this!

Lizard: Fret not. You'll soon be joining him, very soon.

The lizard then snapped his finger, ordering the tiger lizard to secure nother cat. this time, it was tygra's very own heart, Cheetara. As the massive beast grasped hold of her chains, the now heartbroken cleric could only struggle futilely against the very thing that was once her tygra.

Cheetara: Tygra...please…*tears up* Don't do this…

Tiger Lizard: ...Ch...Che...Chee...tara…

Lizard: Bring her here, my pet.

Tiger lizard: ...Yes...master…

The monstrous creature, with cleric in hand began dragging the next test subject to the operating table, now with new restraints. He begins strapping her down, ensuring no escape would be accomplished. But as the lizard was about to inject Cheetara with a new syringe, a line of white thread like rope was shot at the syringe, and snatched out of his hand. The lizard looked to see that two figures were standing near the doorway. One was Lion-o, and the other was a very familiar figure…

Lizard: SPIDER-MAN!

Spider-Man: Long time, no see, lizzy.

Panthro: Wait a minute..he's real?

WilyKat: Wow…

Lion-O: *draws sword of omens* I've got to get the others free.

Spider-man: i'll keep uglies one and two busy.

Lion-O: Just don't hurt Tygra.

Spider-Man: Trust me, that's last thing I want to do.

Just then, both the tiger, and lizard charged in on the two. the massive tiger swung his paw like hands upon spider-man, only to have it caught in the wall crawler's grip, flipping him over. The lizard then dashed right into Spidey's gut, knocking the wind out of him. But was then kick flipped off of Spider-Man, and landing on some nearby stolen equipment. once he recovered the lizard, joined in the tiger by surrounding Spider-Man. The two of them then charged towards the web head. However, before the two could reach him, Spider-Man leaped onto a nearby pillar, and began to crawl upwards.

Lizard: After him!

The lizard, and his newly spawned minion gave chase, and too climbed the wall with their reptile like reflexes. This bought Lion-O time to rush over to the operating, and begin unbinding his cleric ally.

Cheetara: lion-O! The Lizard he…

Lion-O: I know..I know…*releases cheetara* We'll get him back...somehow.

Cheetara: Come on, we've got to help the others, and release those who weren't infected.

The two of them begin to unchain the other cats, using the sword of omens to break the weakest links. when they were broken for panthro, his robotic strength began to break the rest. After setting himself free, Panthro then helped the twins out of their bindings.

Lion-O: Kat, Kit..I owe you two an apology.

WilyKat: It's okay.

Cheetara: Come on, we've got to free the other held here.

Panthro: Hope your friend can keep those two busy.

Lion-O: So do I. * to Cheetara* He'll be alright. I promise you.

Meanwhile, Spider-Man had reached up to a high rocky support beam. On each end were both The lizard, and the tiger lizard. Spider-Man took his battle stance, waiting for which one would to make the move. Just as he anticipated, the lizard had managed to grasp hold of him, while the tiger lizard began wailing on Spider-Man. This pleased the Lizard much to see his experiment successfully acting upon his newly found instinct.

Lizard: *hiss*..Good, Good! Now..Finish him, my pet!

As the tiger lizard was about to unleash his fury upon the arachnid hero, Spider-man the kicks the monster away, and head buds the lizard in the face, forcing him to let go of him. Buying himself a few seconds, Spider-Man shoots out a line of web on the tiger lizard, and pulls him forward. The beast trips over, and begins to fall over. However spider-Man steps to the side, and allows the creature to collapse on the lizard. The wall crawler then spins out a net like web upn the two, entangling them captive. But, deep down he knew it would not hold back their lizard strength for long. Using the time he had just bought spider-Man made his way down the walls of the main chamber, looking for anything that would help him now than ever.

Spider-Man: *in thought* Come on..There's gotta be something I can use…

Upon further inspection, he then notices what appeared to be gas pipes leading to an air conditioning unit. spidey then zip lines his way towards the controls. Underneath his mask, a grin began to form. Now, a real plan was beginning to form in his mind. But he also knew he needed help on this one.

Lion-O and the others secured the remaining dogs escape, fending off any on coming lizards. The cats had fought fiercely, with all their might, knowing the terrible fate that was waiting in store for them. after what seemed like an eternity, the last of the uninfected dogs escapes through the passageway.

Panthro: That's the last one.

Lion-O: Now we take the fight to the Lizard.

WilyKat: Let's send him with his tail between his legs!

the wall crawler then swung his way towards the group, hoping to that they would be more than cooperative with the plan he had in mind. Spider-Man then lands on a nearby wall a little bit high off the ground from the cats.

Lion-O: spider-Man. Tygra? Is he?...

Spider-Man: He's alright. I just restrained them. But that webbing won't hold their combined strength for much longer.

WilyKit: What're we gonna do?

Spider-Man: I have an idea. But, I'm gonna need your help with it.

Panthro: What makes you think we're gonna listen to a clown in a suit?

They all then began to hear the sounds of hisses, and roars coming from nearby. They looked to see that several other infected lizard men were approaching from the shadows.

Lion-o: Unless you've got any other idea's panthro, we'd love to hear it out.

Panthro:...Okay, what's the plan?

Several seconds later…

Both the lizard, and tiger lizard finally break free from the webbing, and made their way down to regroup with the other lizard mutants, who were beginning to corner,Spider-Man, Lion-o, and cheetara. Their leader, and newly born brother made their way towards the threesome. The cats, and spider began to back their way towards a large exhaust port, Leaving them nowhere to run.

Lizard: It is a pity that it has to end this way. You cats would've made fine members of the new order. A for you ,Spider-man, You've kept me caged up for long enough, in that feeble mind of ... Now, our plan will not be faltered any longer!

Tiger Lizard: Any last words...brother?

Lion-O: Actually yes…

Spider-man: It's about that time for you all to…"chill out"...NOW!

At the conditioner's controls, Panthro activated a switch, which began to turn on several fans, activating the system, The three heros cleared the way from the exhaust port, which unleashed a strong cold gust of wind upon the lizard horde. As the reptiles began to back away, the room began to get cooler, and cooler as ice begins to develop. Slowly but surely, each other reptile's movements began to slow in pace. as the room got colder, and colder, the lizards began to stop right in their tracks, including the lizard, and tiger lizard. Upon seeing the lizards in what seems like hibernation, Panthro then shuts down the cooling systems, and sets the system to maintain the room at it's current temperature. Soon Spider-Man, Lion-O and the others examine the lizards,

Spider-Man: Well...It worked.

His attention was now drawn to the now frozen like tiger lizard. The arachnid hero then begin to feel the beast's blood vessel seeing if there was any sign of life.

Cheetara: Is he…

Spider-Man: No, He's alive.

Lion-O: They all are.

Spider-Man: In perfect hibernation mode.

Lion-O: Now, that one part of the problem's solved. The question is… how to restore these guys back to themselves?

Cheetara: Hmmm… Perhaps the answer lies in the surium the lizard injected ointo them.

Spider-Man: Precisely what I was think.

He then pulls out the unused syringe that he acquired from the lizard, just before he was about to inject it into Cheetara.

Spider-Man: I can analyze this batch, and try to develop an antidote based of the formula first used. Though I may need some help. Any of you familiar with medicine, and healing?

Cheetara: I am.

Spider-Man: Good. I'm gonna need all the help I can get.

Lion-O: Do what you can, both of you.

Spider-Man: I won't fail you. I promise.

Spider-Man then proceeded to a nearby established laboratory the lizard had set up to develope his syrium. He then noticed a computer system nearby, and seats himself at it. Spidey then sees a component which was specifically designed to insert samples of various things. Taking the syringe, Spider-Man places a few drops of the formula into a petri dish, and slides the sample into the system. he could feel Cheetara hovering over him.

Cheetara: You sure you know what you're doing?

Spider-Man: If I wasn't, I wouldn't have volunteered.

Cheetara: But even so…

Spider-Man: Look, Chee...I promise you, Your boyfriend will be alright, I promise you.

Cheetara: ...How do you?..

Spider-Man: Lion-O, and I may've been chatting while looking for you guys. let's just say I'm familiar with the territory.

Cheetara: Fair enough.


	5. Chapter 5

Elsewhere…

In the darkness of an enclosed space, a now unconscious Cletus Cassady begins to move, and awaken from his long slumber. As his eyes opened, he could see various things beginning to clear up. he could now see that he was inside a cell of some kind, with a torch as the only source of light in what looked like rocky hallways. Nearby was what appeared to be a guard. To cletus's surprise, this guard seemed reptilian, with a man's body, but with a lizard's head and tail. His hands were like claws, and so were his feet.

Cletus: Oh...kay...this just got weird.

He continues to look around at his surroundings, to see the other cells, containing various other beings, resembling dogs, cat, etc.

Cletus: Man, to think that the nut house was full of freaks!

Guard: *bangs on bars* Quiet down in there!

The sound of the metal bars ringing trigger sudden pains upon both cassady and his symbiote. Once the sounds had stopped, Cletus gathered his thoughts, and tried to get up. But due to the harsh trip through the teleporter, he was still too weak to move much. His only course of action now was to simply rest. his attention then turned to the guard nearby.

Cletus: You're Lucky I'm not at full strength now. But, when the time comes…

Lizard: by that time, you'll be long gone. In one of the master's slave camps.

Cletus: Master?

Lizard: You heard me, freak. He'll be here today to pick out some new troops. You'll most likely end up here.

Cletus:...we'll see.

back in Dog city…

I n the sewage systems of Dog city, Spider-Man and Cheetara were nearing the completion of the antidote to the Lizard's serum which was used on Tyra and several other victims. Spidey was in the process of finishing the last of the chemical elements into the syringe.

Spider-Man: This should do the trick.

Cheetara: You sure this will work?

Spider-Man: Well...it does on human beings. Though I've yet be proven wrong on other species.

Lion-O: We'll see.

The arachnid figure then made his way towards the frozen striped reptile that was once Tygra. With syringe in hand, Spidey then lifts up one of the many scales surrounding the creature's body, and slides the needle into it's flesh, i jecting the formula into its system. He steps back precautiously, waiting for any sign of change.

Spider-Man: Now, the moment of truth.

It was a good thirty seconds when the sounds of bones creaking, and receding were heard, coming from the tiger's body, the scales that were lush, and lively began to die and peel off, making way for a familiar tinted orange fur. The reptilian features began to vanish making way for the from of a cat that was once called Tygra. After the slow, painless recession, the tiger let out a slight moan as he slowly began to get up.

Tygra: Ugh…

Cheetara: Tygra?..

As Tygra continued to get up, he looked back to see his love, tearing up at the sight of him. He was then caught off balance as he was then tackled by the cleric roughly. The pain was sudden but fleeting after impacting the ground.

Tygra: Chee! Chee! I'm fine. I'm okay.

Cheetara: I know..I..I just got carried away. That's all.

Lion-O: *helps Tygra up* You've had better days.

Cheetara: Do you remember anything?

Tygra: Uh...It's a bit blurry. All I can remebr is being strapped down by that lizard…

His attention then turned to the costumed figure standing next to the now frozen lizard. His eyes widened as he looked to Lion-o and Cheetara for answers.

Tygra: Am I seeing things, or is there a guy dressed like a spider?

Lion-O: Don't worry. He's real.

Cheetara: He's a part of the reason why you're okay.

as the three continued to converse about the recent exploit, Spider-man then hands Panthro a few rounds of the antidote, and the twins . Each of them loaded them into several injectors, and began a long process of injecting each victim with the serum. after each injection, one by one, the reptiles began to revert back to their true forms, even those who've lost their limbs previously. But the loss of limb did not matter to them, all they were concerned about was getting out of the systems. as the cure was spread throughout the massive chamber, Lion-o, and the other ctas began leading the cured ones out. Only one lizard remained in the entire chamber.

Spider-Man: The last one…

But, as spider-man was reaching in for one last vile, he could not feel anything inside of the small pouch. Upon further inspection, he discovered that they had used up the entire batch.

Spider-Man: Oh no…

Wily Kat: What is it?

Spider-Man: The antidote. It's all used up.

Panthro: What's wrong with that?

Spider-Man: Because there's nothing for him.

WilyKat: The lizard?

WilyKit: Why do you want to help him?

Tygra: Leave him here. let him rot.

Spider-Man: No! I can't do that.

Cheetara: But, there isn't enough for another batch.

Lion-O: I'm sorry Spider-Man. But, there's nothing we can do for him.

Spider-Man:...Yes there is. But, It's gonna need some work.

Lion-O: How so?

Spider-Man: Let me put this into terms you can understand. You see the lizard's mind is split into two halfs. One being the maniacal reptile half. the other half, the collective rational mind of Dr. Conners. If a device can be constructed to shift Dr. Conner's conscious half to his normal half…

Lion-O: Hmmm...I think we know just the right person who can help.

Wily Kat: We'll be right back.

With those words spoken, the two kitten dashed off making their way out of the sewage system, and off to find the required help. Leaving the four cats with one spider. It was around that time, Lion-O had noticed some papers. Curiously, Lion-O grasped hold of the loose documents, and began to read through them.

Lion-O: Hey...come here and have a look at these.

Spider-Man: *takes a document* What've you got, Mufasa?

Lion-o: It's...Lion-O. But these...

Upon further inspection, Lion-O spidey, and the others find that the documents were a list of experiment entries, dates, and times of all the robberies, and riots from the last couple of weeks. Each were signed and approved by a very familiar figure.

Tygra: I don't believe this.

Lion-O: Slithe was behind this operation?

Panthro: So, Mumm-Ra was behind this.

Spider-Man: Eh...Mind telling me who this Mumm-Ra guy is, or this slithe character? I'm a little lost here.

Lion-O: Mumm-Ra is our sworn enemy. he seeks to rule over all life as we know it through the use of certain stones. Two of which we have, and him one.

Spider-Man: Ah..the old total domination scheme. I'm familiar with the territory. Do go on.

Cheetara: He's a sorcerer of dark powers. Powers bestowed upon him by the ancient spirits of evil. He has the ability to change shape, cast offensive, and defensive spells, and wields the sword of plun-darr.

Spider-Man: The sword of ...what?

Lion-O: The sword of Plun-Darr. It's the sword equivalent to my own sword, The sword of omens. Both swords are housed in our gauntlets, Both gauntlets , with at least two stones can unlock powerful armors, ones in which Mumm-Ra and my ancestor, Leo, used to fight each other, and imprison Mumm-Ra before.

Spider-Man: * in thought* Boy, Tony'd give anything to see that kind of tech…*...Okay..so, ancient evil sorcerer, swords of power, magic stones, mystical tech armor? I get all that. It's just...hard to wrap your head around, you know?

Lion-O: yeah...I suppose.

Tygra: So, what's your story, web head?

Spider-Man: Well, It's a long one, Frosted Flakes. I figured you'd be bored with it half way through.

Lion-O: Try us…

*sometime later…

The twins returned to the sewage system, and met up with the others in the main chamber. All that came with them was a small bag the one called wilyKat was holding over his shoulder.

Spider-Man:...

Lion-O: Just watch.

The kitten then opened the bag, and spoke the word…

WilyKat: Rokenbass!

Spider-Man: Rokenbass?...sounds familiar.

The bag entry began to light up, and out popped before the group a small metallic ball came rolling out, and shifting into a bear like robotic creature. The creature to the cats was a berbil. Ro bear bill the berbil to be precise. The robot looked up to the unfamiliar masked figure, and slowly began to walk away.

Spider-Man: ...A care bear terminator?

Ro Bear Bill: Aaah! Monster!

Lion-O: Easy. He's a friend. *to ro bear bill* It's okay. This is Spider-Man. He's not gonna hurt you. He's our friend.

The berbil took another look at spider-man, and spread his arms out, as if he wanted something. This confused spider-Man greatly. he looked to the others.

Spider-Man: Am I missing something here?

Panthro: Just hug him, and get it over with.

Ro bear Bill: Spider-Man...Friend of Thundercats...friend of berbils.

With nothing to lose, Lion-O gradually leaned over, and hugged the mechanical bear. after a good ten seconds before the berbil lets go of the spider. After a brief explanation, both Spider man, Lion-O and ro bear bill begin constructing a device based off previous designs acquired by spider-Man. In just an hour or so, the device was completed, and was aimed right around the mind of the lizard. with a few flips of a few switches, the device then activates, pulsing a continuous stream of red light upon the lizard. Lion-O then turned to Panthro, and nodded, signalling him to raise the temperature in the room. Knowing when enough was enough, Spider-Man cut the power to the device.

Lion-O: You sure this'll work.

Spider-Man: It has to.

Slowly but surely, the reptilian being began to open his eyes. He looks around as if he had been in a deep sleep, looking at unfamiliar territory.

Spider-Man: Dr. Conners?

In a low lizard like groan, he began to speak.

Lizard: Spider-Man?..wh...where am I?

Spider-Man: Easy Doc…

He then helps the lizard up onto his feet, and helps him walk to a nearby table. Spider-Man then seats the now conscious onto a chair, as he begins to collect his thoughts.

Dr. Conners: Ugh...My head…*feels head*

Upon further inspection, Dr. Conners feels his head, to find that it was scaly bumpy. He then looks upon his hands to see they were clawed, and scaly as the rest of his body. Conner's face made the most dreaded expression as he placed his palms to his face.

Dr. Conners: No...NO! Not this nightmare again.

Lion-O: Wait a minute...you're saying this has happened before.

Dr. Conners: Yes. It has. A few years ago, I studied reptilian biology for a good amount of my life. I was interested in one single quality most lizards possessed. The ability to actually regenerate lost limbs of the body. Over time, I began developing a formula that would allow mammals the same ability, and eventually human beings. It was suppose to be a solution for those who've lost such limbs, in times of war, accidents, you name it. it was meant to help those who needed it. When the time came for actual testing. It was tested on small rodents, and what not. at first it worked perfectly, and so i thought it would be ready for human trial. i too was amazed by it's effects. But as time passed, the serum took on side effects, and created the very monster you see before you.

Spider-Man: it wasn't your fault, . You had no idea.

Dr. Conners: But I should've. Had you not interfered with my alter ego, perhaps the rest of the world would've suffered the same fate. How I came to be this wretched form again I...I can't remember.

Spider-Man: We may know parts of it, doc.

sat there, as the thundercats, and spider-man explained about spidey's arrival, the riots, all the actions that have taken place before. He seemed to have taken it well…

Dr. Conners: This...this story of yours is incredible, and yet here I am, in this form again. I am so sorry for the trouble I've caused.

Tygra: Look, doc. You weren't yourself. I hold nothing against you.

Dr. Conners: But now...How am I going to explain this to…

Spider-Man: We'll get you back to normal doc. You have my word.

Lion-O: In the meantime. You both are welcomed to travel with us. We could use an extra set of hands.

Dr. Conners: I don't' know...if I can control my other half..for long at least.

Spider-Man: I think it would be safer than to be on our own doc. They know more about Third earth than either one of us.

Dr. Conners: This is true…

Spider-Man: But, I do agree with though. Should he lose control.

Lion-O: Then, we should keep our eyes on him. At least till we get to our next stop.

Spider-Man: And that would be?

Cheetara: The elephant village. We've picked some intel about a possible attack there.

Lion-O: But, why? The Spirit stone's not there.

Spider-Man: but it would be if you were there. It sounds like bait.

Panthro: I agree. How are we to know if we weren't walking into a trap?

WilyKit: But should anyone be hurt…

Spider-Man: I'd think it'd be wise to approach this village with caution.

Lion-O: We'd better get moving then.

Tygra: What about you two?

Spider-Man: Like I said, it'd be best if we stuck with you guys.

Dr. Conners: I'll do anything I can to help.

Lion-O: Alright, come on!

with the fate of the elephant village in the balance, the thundercats, and their newly acquired allies head off into a journey unknown…

Quite some distance away…

Along the sandy shores of the sea of sands, a sudden bright flash of light permeated the area, until in a sudden instant, vanished without a trace. From the same area came a mysterious figure out of the shadows of the rocky pass. He looked around, and studied the terrain until…

Figure: What the… This isn't the playboy mansion!

[Obviously…]

(Are we on the distant world of Tatooine? OH! I'd love to visit Jabba's palace, and those girls in the bikinis…)

Figure: Oh I hope you're right!

[it isn't that either.]

(Aaaaw…)

[More than likely, we're on some uncharted world within the galaxy.]

(Maybe we're not even in our galaxy!)

Figure: Hey...that could be true…

[In any case...we should play it cool.]

(COOL?! We're stuck in the middle of ******* Nowhere…)

Figure: What?! We're even censored in this ****?

[I'd call that a big yes.]

(I want uncensored potty mouthing..RIGHT NOW!)

[Children might be reading this stuff.]

(WHO ******* CARES!?)

[Their folks at home? Getting back on track, we should start looking for signs of civilization.]

(...okay…HEY! Maybe we'll find some cute booblicious hotties out here.)

[That is possible.]

Figure: Okay then! Look out cute alien, big boobied hotties of wherever I am! Prepare to get a good long taste of the one, and only…...DEADPOOL!

(Dum..)

[Dum..]

[Duuuuuuummm!)


End file.
